In this answer we will speak about shareholder “socio capitalista” and manager or Director “administrador” of the company.

Although sometimes the impression is given that partner or shareholder and director or manager are synonymous, this is not the case.

Sometimes the same person will occupy both positions, although the tasks to be performed are not the same.

From Tax And Law Spain we want to clear, while the manager is in charge of directing, managing and representing the company, the partner owns shares in the company, so he or she is the owner of the company and can receive dividends as such. This last one is the persons that invest the money while creating the company, the only action taken in the company is withdrawing money, and regarding that money, having a powerful position (or less powerful) while taling company decisions.

For example, the position of director is free of charge, although if the articles of association establish a fixed remuneration or attendance allowance, the person holding this position may receive it.

Types of director

There are several types of directors who must be appointed by the general meeting of members or shareholders. In fact, the directors of a company may act on behalf of the company.

In the same way, there may be only one director, who performs all the functions of his office; or there may be joint directors, so that any of them can individually perform the functions of the office, or joint directors, who have to act jointly as established in the articles of association of the company.

One hand, the companies could also have a board of directors (not mandatory), which consists of between 3 and 12 persons. On the other hand, little companies have sometimes same director as a shareholder and there’s only one person for both positions, manager/ director or sahreholder/ partner.

Distribution among the partners

On the other hand, the company’s shareholders must approve the annual accounts and the application of the previous year. Depending on the result of the accounts, the amount and the dividends to be distributed to the shareholders that year will be established.

Once the accounts have been approved, the administrative body will issue a certificate stating that the minutes have been approved and setting out the resolutions adopted in the minutes. This certificate is to be submitted together with the deposit of the accounts with the Commercial Register. There is one month to file the annual accounts with the Commercial Register and 25 days to pay corporate income tax.

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Thanks for reading this article. If you still having questions regarding forming a company in Spain for tax matters,  you can contact me to: +49 1520 8381499 or Email to Erica@taxandlawspain.com